Directors Report of Blue Circle Services Ltd.

The Directors have pleasure in presenting the 38th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31,2014.

(Rs. in Lac)

Financial Results Year Ended Year Ended

31.03.2014 31.03.2013

Income 126.51 228.01

Profit before Tax &
Extra-ordinary items 35.33 174.33

Less : Provision for Taxation 20.46 45.71

Profit after Tax 14.87 128.62

Less : Earlier Year Tax
written off 0.00 5.42

Net Profit after Extra-Ordinary
Items (Adjustments) 14.87 123.20

Add : Profit brought forward
from Previous Year 214.51 91.31

Balance carried forward to
Next Year 229.38 214.51

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as
the world's most attractive investment destination. With the opening up
of foreign direct investment (FDI) in several sectors, India is today
an eye- catching destination for overseas investors. The relaxation of
norms by the government has created a vast opportunity for foreign
players, who are competing for a greater role in the Indian market.
Sectors projected to do well in the coming years include automotive,
technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and
the country is now a preferred destination for automotive R&D, as per a
study on the Global Top 500 R&D spenders by globalization advisory and
market expansion firm, Zinnov. The study noted that there was strong
potential for growth in areas such as engineering analytics and that
significant talent could be found in 'Deccan Triangle' region, which
encompasses Pune, Bangalore and Hyderabad.

The World Bank has projected an economic growth rate of 5.7 per cent in
FY15 for India, due to a more competitive exchange rate and several
significant investments going forward.

India is the third biggest economy in the world in terms of purchasing
power parity (PPP), according to a World Bank report. The country was
ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian
companies touched a record high in the fourth quarter of FY 14.The
estimated value of FII holdings in India stands at US$ 279 billion.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2013-2014 and due to these reasons, the Company
could not do well in the financial year 2013-2014. Gross income from
operations remained at Rs. 126.51 Lac in comparison to last years'
figure of Rs. 228.01 Lac. In term of Net Profit, the same was of Rs.
14.87 Lac in comparison to last years' net profit of Rs. 123.20
Lac.(after considering Extra-Ordinary Items).

The Company is in to the Business of lending its surplus fund in to the
Capital and Money Market as well as lending money to Corporate and
HNIs. Beside above, your Company is also into the profession of
advisory services for needs of financial assistance.

The outlook for the current year is challenging mainly due to sluggish
economy. However, your Company expects to grow despite the adverse
environment due to its commitment to clients of the Company.

DIVIDEND

Due to lack of appropriate profit and looking to the future challenges,
Your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.

MANAGEMENT

There is no Change in Management of the Company during the year under
review.

DIRECTORS

During the Year, Mr. Rajkumar Mall has resigned from the Board due to
his personal commitments. Your Directors wish to place on record their
appreciation for the guidance and inputs provided by Mr. Rajkumar Mall
during their tenure as Directors of your Company. Further, your Board
has appointed Mr. Kashi Prasad Bajaj as Additional, Independent
Director of the Company to fulfill the vacancy caused due to the
resignation of Mr. Rajkumar Mall.

In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Dhruva Narayan Jha, Director of your Company, retires
by rotation and are eligible, offering himself for re-appointment at
the ensuring Annual General Meeting.

Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.

1. In the preparation of the annual accounts, for the year ended 31st
March 2014, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;

3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern
basis.

STATUTORY INFORMATION

The Company being basically in the business of Capital & Money Market,
as well as into the Advisory Services requirement regarding and
disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is
imperative to invest in information and technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has tie-ups with an IT solution Company
to harness and tap the latest and the best of technology in the world
and deploy/absorb technology wherever feasible, relevant and
appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai who are
Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re- appointment to audit the accounts of the Company from the
conclusion of the 38 th Annual General Meeting up to the conclusion of
the 43rd consecutive Annual General Meeting (subject to ratification by
the members at every subsequent AGM). As required under the provisions
of Section 139 & 142 of the Companies Act, 2013 the Company has
obtained written confirmation from M/s. Pradeep Gupta; that their
appointment, if made, would be in conformity with the limits specified
in the said Section.

COMMENTS ON AUDITORÂS REPORT :

The notes referred to in the Auditor's Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company's plan. By far the employee's relations have
been cordial throughout the year.

The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is having into the business of Investing in Securities
Market as well as to lend money to Corporate and HNIs apart from
providing Advisory Services during the year under review and hence the
information regarding conservation of energy, Technology Absorption,
Adoption and innovation, the information required under section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the BSE
Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on
the Corporate Governance and the Auditors Certificate on Corporate
Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company's valued customers, bankers, vendors and members for their
continued support and confidence in the Company.

Mumbai, May 28, 2014 By order of the Board
For BLUE CIRCLE SERVICES LIMITED

According to the latest estimates, Indian Economy grew by 5% in FY
2013, reflecting lower than expected growth in both industry and
services sectors. Inflation also was at elevated levels. However with
commodity and crude oil prices on the decline from the peak and with
various policy initiatives coming through, the Economy is estimated to
grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2012-2013. Directors are pleased to inform that
in spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its performance. Gross income from
operations remained at Rs. 228.01 Lac in comparison to last years'' figure
of Rs. 258.13 Lac. In term of Net Profit, the same was of Rs. 123.20 Lac in
comparison to last years'' net profit of Rs. 164.31 Lac.

The Company is into the Business of lending its surplus fund in to the
Capital and Money Market as well as lending money to Corporate and
HNIs. Beside this, your Company is into the business of Advisory
Services to meet the requirements of Corporate Funding for Corporate
Clients. Beside above, your Company is also into the Business of
trading of Software (Mobile Applications).

The outlook for the current year is challenging mainly due to sluggish
economy. However, your Company expects to grow despite the adverse
environment due to its commitment to clients of the Company.

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the
year ended 31st March 2013 at 4 Paise per share or (4 percent) on face
value of Equity Shares of Rs. 1/- each, subject to approval of Members at
the ensuring Annual General Meeting.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.

MANAGEMENT

There is no Change in Management of the Company during the year under
review.

DIRECTORS

During the Year, Mr. Ashok Bothra and Mr. Pawan Kr. Borad have been
retired from the Board due to their personal commitments. Your
Directors wish to place on record their appreciation for the guidance
and inputs provided by both Mr. Ashok Bothra and Mr. Pawan Kr. Borad
during their tenure as Directors of your Company.

In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Dhruva Narayan Jha, Director of your Company, retires
by rotation and are eligible, offering himself for re- appointment at
the ensuring Annual General Meeting.

Further, none of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.

1. In the preparation of the annual accounts, for the year ended 31st
March 2013, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;

3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern
basis.

STATUTORY INFORMATION

The Company being basically in the business of Capital & Money Market
as well as to providing Advisory Services to its Clients, requirement,
regarding and disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is
imperative to invest in information and technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has tie-ups with an IT solution Company
to harness and tap the latest and the best of technology in the world
and deploy/absorb technology wherever feasible, relevant and
appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai holds the
office until the conclusion of ensuing Annual General Meeting. Your
Company has received certificate from the Auditors u/s 224(1B) of the
Companies Act, 1956 to the effect that their reappointment if made,
will be within the limit prescribed. The shareholders are requested to
appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial throughout the year.

The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having into the business of Investing in Securities
Market as well as to lend money to Corporate and HNIs apart from
providing Advisory Services during the year under review and hence the
information regarding conservation of energy, Technology Absorption,
Adoption and innovation, the information required under section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the BSE
Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on
the Corporate Governance and the Auditors Certificate on Corporate
Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.

Mumbai, May 29, 2013 By order of the Board

For BLUE CIRCLE SERVICES LIMITED

Registered Office :

Office No. 33, Basement,

Mona Shopping Centre

J. P. Road, Near Navrang Cinema, ANIL PUROHIT

Andheri (West), Mumbai-400 058 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 36th Annual Report of
your Company together with the Audited Statements of Accounts for
the year ended March 31, 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended
31.03.2012 31.03.2011

Income 258.13 189.40

Profit before Tax &
extra ordinary item 215.58 142.23

Less : Provision for Taxation 51.14 34.24

Profit after Tax 164.44 107.99

Less : Earlier Year Tax
Written Off 0.13 0.00

Less : Provision for Payment
of Dividend 101.74 81.39

Less : Provision for Tax on
Distribution of Dividend 16.50 13.20

Net Profit after Distribution
of Dividend & Dividend Tax 46.07 13.40

Add : Profit brought forward
from Previous Year 45.24 31.84

Balance carried forward 91.31 45.24

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2011-2012. Directors are pleased to inform that
in spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its performance. Gross income from
operations remained remarkable figure of around Rs. 258.13 Lac, highest
since incorporation, during the year.

The Company is in to the Business of lending its surplus fund in to the
Capital and Money Market as well as to lending money to Corporate and
HNIs. Beside this, the your Company is into the business of Advisory
Services to meet the requirements of Corporate Funding for Corporate
Clients.

FUTURE PLANS

The Current financial year was remarkable year for the Company. The
Company has expanded its business and has done well in spite of adverse
Market situation and tight monetary situation. The Company is willing
to expand this business more and more in both Capital & Money Market
and thus willing to deliver to Members of the Company.

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the
year ended 31st March 2012 at 5 Paise per share or (5 percent) on face
value of Equity Shares of Rs. 1/- each, subject to approval of Members at
the ensuring Annual General Meeting.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary
whose turnover or net worth (i.e. paid-up capital and free reserves
exceeding 20% of the consolidated turnover or networth respectively, of
the listed holding company and its subsidiaries in the immediately
preceding accounting year.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.

MANAGEMENT

There is no Change in Management of the Company during the year under
review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Ashok Bothra & Mr. Pawan Borad, Directors of your
Company, retires by rotation and are not offering themselves for
re-appointment at the ensuring Annual General Meeting.

Further, none of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.

1. In the preparation of the annuals accounts, for the year ended 31st
March 2012, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period.

3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern
basis.

STATUTORY INFORMATION

The Company being basically in the business of Capital & Money Market,
requirement, regarding and disclosures of Particulars of conservation
of energy and technology absorption prescribed by the rule is not
applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai holds the
office until the conclusion of ensuing Annual General Meeting. Your
Company has received certificate from the Auditors U/S 224(1B) of the
Companies Act, 1956 to the effect that their reappointment if made,
will be within the limit prescribed. The shareholders are requested to
appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having into the business of Investing in Securities
Market as well as to lend money to Corporate and HNIs apart from
providing Advisory Services during the year under review and hence the
information regarding conservation of energy, Technology Absorption,
Adoption and innovation, the information required under section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing

Agreement, a Report on the Corporate Governance and the Auditors
Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company's valued customers, bankers, vendors and members for their
continued support and confidence in the Company.

Mumbai, June 30, 2012 By order of the Board

For BLUE CIRCLE SERVICES LIMITED

Registered Office :

Office No. 33, Basement,

Mona Shopping Centre

J. P. Road, Near Navrang Cinema, ANIL PUROHIT

Andheri (West), Mumbai-400 058 Chairman & Managing Director

Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the 35th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2011.

(Rs. in Lacs)

Financial Results Year Ended Year Ended

31.03.2011 31.03.2010

Income 189.40 16.77

Profit before Tax & extraordinary item 142.23 13.80

Less : Provision for Taxation 34.24 4.26

Profit after Tax 107.99 9.54

Less : Provision for Payment of Dividend 81.39 3.74

Less : Provision for Tax on Distribution
of Dividend 13.20 0.63

Net Profit after Distribution of Dividend
& Dividend Tax 13.40 5.17

Add : Profit brought forward from Previous
Year 31.84 26.68

Balance carried forward 45.24 31.84

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the
year ended 31st March 2011 at 40 Paise (Forty Paise) per share or (4
percent) on face value of Equity Shares of Rs. 10/- each, subject to
approval of Members at the ensuring Annual General Meeting.

MANAGEMENT

There is no Change in Management of the Company during the year under
review.

DIRECTORS

Mr. Pawan Board has joined Board of Directors w.e.f. 18th May 2011 to
broad base the Board.

In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Dhruva Narayan Jha and Mr. Chandresh N Shah are liable to retire after
conclusion of forthcoming Annual General Meeting and are eligible,
offers themselves for re-appointments in the forthcoming Annual General
Meeting.

Further, non of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.

INFORMATION TECHNOLOGY

The Company aims to maintain a scalable computing infrastructure that
delivers efficient and seamless services across multiple channels for
customer convenience. In order to retain competitive edge, technology
infrastructure has been implemented wherever necessary, in alignment
with business requirements.

COMPLIANCE

The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with regulatory and
internal guidelines. The Compliance Department of the Company is
continued to play a pivotal role in ensuring implementation of
compliance functions in accordance with the directives issued by
regulators, the Company's Board of Directors and the Company's
Compliance Policy. The Audit Committee of the Board reviews the
performance of the Compliance Department and the status of compliance
with regulatory/internal guidelines on a periodic basis.

New Instructions/guidelines issued by the regulatory authorities were
disseminated across the Company to ensure that the business and
functional units operate within the boundaries set by regulators and
that compliance risks are suitably monitored and mitigated in course of
their activities and processes. New products and process launched
during the year were subjected to scrutiny from the Compliance
Standpoint and proposals of financial services were screened from risk
control prospective.

HUMAN RESOURCES

The Company recognizes that its success is deeply embedded in the
success of its human capital. During 2011-12, the Company continued to
strengthen its HR processes in line with its objective of creating an
inspired workforce. The employee engagement initiatives included
placing greater emphasis on learning and development, launching
leadership development programme, introducing internal communication,
providing opportunities to staff to seek inspirational roles through
internal job postings, streamlining the Performance Management System,
making the compensation structure more competitive and streamlining the
performance- link rewards and incentives.

The Company believes that learning is an ongoing process. Towards this
end, the Company has built a training infrastructure which seeks to
upgrade skill levels across grades and functions through a combination
of in-house and external programme.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding
and disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai hold the
office until the conclusion of ensuing Annual General Meeting. Your
Company has received certificate from the Auditors u/s 224(1B) of the
Companies Act, 1956 to the effect that their reappointment if made,
will be within the limit prescribed.

The shareholders are requested to appoint Auditors and fix their
remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having business of financing, advisory and investment
activities during the year under review and hence the information
regarding conservation of energy, Technology Absorption, Adoption and
innovation, the information required under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules 1988, is reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.

1. In the preparation of the annuals accounts, for the year ended 31st
March 2011, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period.

3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern
basis.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company
respects the rights of its Shareholders to inform on the performance of
the Company and its endeavor to maximize the long-term value to the
Shareholders of the Company. As per Clause 49 of the listing Agreement
of the Stock Exchange, a report on Corporate Governance is set out
separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to
improve the quality and living standard of the employees and their
families and also to the community and society at large. The Company
believes in undertaking business in such a way that it leads to overall
development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the
Company's managing body for their performance and continued support.
The Directors would also like to thank all the Shareholders,
Consultants, Customers, Vendors, Bankers, Service Providers, and
Governmental and Statutory Authorities for their continued support.

Mumbai, June 30, 2011 By order of the Board

For BLUE CIRCLE SERVICES LIMITED

Registered Office :

106, Sagar Shopping Centre,

J. P. Road, Andheri (W), ANIL PUROHIT

Mumbai-400 058. Chairman & Managing Director

Mar 31, 2010

The Directors have pleasure in presenting the 34th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2010.

(Rs. in Lacs)

Financial Results Year Ended Year Ended

31.03.2010 31.03.2009

Income 16.77 14.26

Profit before Tax & extraordinary
item 13.80 13.79

Less : Provision for Taxation 4.26 4.50

Profit after Tax 9.54 9.29

Less : Provision for Payment
of Dividend 3.74 0.00

Less : Provision for Tax on
Distribution of Dividend 0.63 0.00

Net Profit after Distribution of
Dividend & Dividend Tax 5.17 9.29

Add : Profit brought forward
from Previous Year 26.68 17.39

Balance carried forward 31.84 26.68

OPEATIONAL REVIEW

During the year under review, your Company has made a turnaround in its
performance. The PBT of the Company stood at Rs. 13.80 Lacs which is
highest since inception. The Company has worked hard to find new
Clients and to satisfy them with the quality of services and continuous
support in order to meet their requirements. Even Company has
temporarily started to invest in funds in Securities and Commodities
Market and major portion of Income was from this activities.

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the
year ended 31st March 2010 at 50 Paise (Fifty Paise) per share or (5
percent) on face value of Equity Shares of Rs. 10/- each, subject to
approval of Members at the ensuring Annual General Meeting.

DIRECTORS

During the year the Company has appointed Mr. Dhruva Narayan Jha as an
Additional, Wholetime Director, Mr. Anil Purohit as Chairman & Managing
Director, Mr. Raj Kumar Mall and Mr. Chandresh N. Shah as Independent
Directors of the Company, all from new acquirer to participate and
manage its business and to broad-base its board.

Further, during the year Mr. Biren Shah has resigned from the Board of
Directors w.e.f. 17th March 2010. The Board appreciates their valuable
services during the course of their tenure.

In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Dhruva Narayan Jha, Mr. Anil Purohit, Mr. Raj Kumar Mall and Mr.
Chandresh N Shah are liable to retire after conclusion of forthcoming
Annual General Meeting and are eligible, offers themselves for
re-appointments in the forthcoming Annual General Meeting.

Further, non of the Directors of the Company are disqualified under
section 274(1 )(g) of the Companies Act 1956.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate
governance practices. The Clause 49 of Listing Agreement deals with the
Corporate Governance requirements which every publicly listed Company
has taken steps to comply with the requirements of the revised Clause
49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the
Directors Report and the certificate from the Companys Auditors on
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is included in the Annual Report.

HUMAN RESOURCES

Various HR initiatives are taken to align the HR policies to the
growing requirements of the business.

The Company has a structured induction process and management
development programmes to upgrade skills of its managing body.
Objective appraisal systems are in place for management system.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding
and disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.

AUDITORS

The Auditors M/s Pradeep Gupta, Chartered Accountants, Mumbai hold the
office until the conclusion of ensuing Annual General Meeting. Your
Company has received certificate from the Auditors U/S 224(1 B) of the
Companies Act, 1956 to the effect that their reappointment if made,
will be within the limit prescribed.

The shareholders are requested to appoint Auditors and fix their
remuneration.

COMMENTS ON AUDITORS REPORT :

The notes referred to in the Auditors Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business during the year under review and
hence the information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.

1. In the preparation of the annuals accounts, for the year ended 31st
March 2010, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period.

3. The Directors had taken proper and sufficient care for the
maintenance- of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern
basis.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company
respects the rights of its Shareholders to inform on the performance of
the Company and its endeavor to maximize the long-term value to the
Shareholders of the Company. As per Clause 49 of the listing Agreement
of the Stock Exchange, a report on Corporate Governance is set out
separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) us commitment of the Company to
improve the quality of the workforce and their families and also the
community and society at large. The Company believes in undertaking
business in such a way that it leads to overall development of all
stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the
Companys managing body for their performance and continued support.
The Directors would also like to thank all the Shareholders,
Consultants, Customers, Vendors, Bankers, Service Providers, and
Governmental and Statutory Authorities for their continued support.